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Tom Parrott

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Tom has 38 years of experience in assisting entrepreneurs in how to get deals done.  Calling on skills developed in mergers and acquisitions work, he also has substantial experience in representing entrepreneurs in resolving shareholder or member disputes with their other owners, having handled dozens of those matters.   

Tom is peer review selected for inclusion in The Best Lawyers in America© global legal directory.  He holds an “AV” rating from Martindale-Hubbell® and a 5.5/5.0 rating from Lawyers.com™, the national organizations that rate lawyers by confidential surveys of the opinions of other top-rated practicing lawyers as to a lawyer's legal abilities and ethical standards. “AV” and 5.0/5.0 are the highest ratings awarded by those organizations.  (search: Tom Parrott, McLean, VA at bestlawyers.com, martindale.com, lawyers.com, and linkedin.com/in/tomparrottcorplaw).

Tom has been invited to lecture on business law matters by the Virginia Society of Certified Public Accountants, the United States Department of State, the Association for Corporate Growth, the Virginia State Bar, the Fairfax County Bar, the National Business Institute, the Exit Planning Exchange, George Mason University, the Capital Executives Board, the Virginia Trial Lawyers Association, and the American Wholesale Marketers Association (now Convenience Distribution Association) 

He is a member of the American Bar Association's Business Law Section, its Mergers & Acquisitions Committee, its Center for Professional Responsibility, and the Dispute Resolution Committee of the Business Law Section.  He is a member of the Virginia State Bar's Business Law Section and its Joint Alternative Dispute Resolution Committee.

He serves as outside company counsel to many of his clients, quarterbacking the handling of their legal matters.

Tom's business transactions, business breakups, and company governance experience includes:

  • Mergers & acquisitions: Tom has represented companies in over 100 transactions for sales of businesses, purchases of businesses, or mergers of businesses, ranging in size from the low hundred thousands to over $100 million.
  • Transactions and company governance: Tom has analyzed, negotiated, and documented many hundreds of business transactions and contracts, as well as many hundreds of corporate, limited liability company, and partnership matters, from start-up transactions to transactions over $100 million. For numerous companies, he has handled the organization and structuring of their businesses and has advised upon and documented the relationships among the holders of the companies' equity, and has advised many of their boards of directors and executive officers on an ongoing basis.
  • Business breakups, shareholder disputes, LLC member disputes, and fiduciary duty counseling and representation: Tom has represented numerous parties and companies in advising upon, negotiating, mediating, and documenting company split-ups and business breakups and the workout of shareholder disputes and LLC member disputes to avoid or limit the need for litigation.  Tom regularly provides guidance to his clients on fiduciary duty matters involved in such disputes, and has also supported litigators with corporate/LLC/partnership law expertise in disputes that have to be litigated.  Tom has represented medical, distance education, for-profit education, commercial insurance, IT, government contracting, consulting, telecom, purchasing group, and 8(a) companies and their shareholders and members involving such workouts, resolution of shareholder disputes and LLC member disputes, company split-ups, and fiduciary duty matters, to avoid or limit the need for litigation.

Tom has represented:

  • A government contractor that markets, designs, and manufactures sophisticated antennas and peripherals in the acquisition of a leading-edge barcode – RFID technology company.
  • An engineering company in the establishment and funding of a limited liability company providing a wealth-creation vehicle for its key employees.
  • A major D.C. – area printing and document management company in the development of facilities management agreements, and its key employees in the management buy-out of the company.
  • A consulting firm that advises government contractors on federal government business acquisition strategy and related program spin-up, training, and execution.
  • A leading D.C. – area commercial filter company in its sale to a publicly-held national brand U.S. filter company.
  • The major shareholder and founder of a leading distance learning university system in negotiating the financial and legal terms of the sale of his equity interest to a private equity firm.
  • Traditional economy companies (contracting, plumbing, HVAC, refuse removal, parts distribution, auto body repair, office suites, food processing, trade school, and commercial filters), technology companies (software, hardware, IT, telecom, commercial website developers, distance education, training firm, security consulting, cybersecurity, restaurant and hospitality, and government leasing), and consulting companies and service companies (project management, medical, dental, electrical engineering and signal processing, actuarial, travel agency, and order fulfillment) with respect to mergers and acquisitions, roll-ups, contracts, corporate and LLC work, fiduciary duty matters, advising boards of directors, and workouts of shareholder disputes, member disputes, and company split-ups.
  • A minority member of an LLC government contractor in a dispute with the majority members, and the negotiation of the split-up of the company
  • A leading D.C.-area construction management company in its sale to a publicly held government contractor.
  • A majority member of an LLC providing consulting services to the federal government in a dispute with the company's minority member, in the negotiation of a change in the management structure of the company.
  • A European technology manufacturer in negotiating and fulfilling a national supply and distribution agreement with a leading U.S. grocery chain.
  • A minority equity holder in a dispute with the controlling equity holder in a Nevada LLC providing engineering services to commercial markets, for purposes of restructuring the governance of the company to align it with developing company objectives and leadership incentives.
  • A minority equity holder in negotiating the economic and legal terms of his exit from a consortium of eleven North Carolina LLCs in the hospitality and real estate business.
  • A group of physicians in negotiating the proposed acquisition of membership units in a Maryland LLC operating a stand-alone surgical outpatient center.
  • The majority member of a niche cyber services LLC that develops software products for the U.S. government in the resolution of a dispute with, and the buyout of, the company's minority shareholder.
  • A nationally accredited for-profit university with a global focus on graduate education in STEM curricula.
  • A major D.C.-area manufacturer of tortillas, chips, and related Mexican food products that is a major supplier of that line of food to Costco, Giant Eagle, Whole Foods, major food distributors, and U.S. military logistics agencies.

Education

  • A.B., History, Duke University, 1969
  • J.D., University of North Carolina School of Law, 1973

Professional Activities/Bar Admissions

Bar Associations:

  • American Bar Association, since 1994: Business Law Section, Mergers & Acquisitions Committee (former member, Editorial Committee for the Model Joint Venture Agreement), and Dispute Resolution Committee; and the Center for Professional Responsibility.
  • Virginia State Bar, admitted 1978: Business Law Section; Joint Alternative Dispute Resolution Committee.
  • District of Columbia Bar, admitted 1974.
  • North Carolina Bar (inactive), admitted 1973.

Civic Activities

  • Former General Counsel, Vienna Regional Chamber of Commerce
  • Former Chair, The Concord Coalition, Northern Virginia Chapter
  • Former President, Duke Club of Washington
  • Former Director, Virginia Foundation for Research and Economic Education, Inc. (Virginia FREE) (www.vafree.com).

Congressional Experience

  • Legislative Assistant, Congressman Tom S. Gettys of South Carolina, United States House of Representatives, 1973-74
  • Staff Assistant, Senator Sam J. Ervin of North Carolina, United States Senate, 1970 & 1971.

Recommendations

  • Great Advisor

    I had a complicated fiduciary duty concern with other shareholders-owners in an engineering services LLC and related corporation in which I have a substantial financial interest. Tom gave me a clear analysis and understanding of my options and helped me with how to proceed. Great advisor. Gives a...
  • Innovative and Practical

    Tom worked with me to negotiate and resolve a membership dispute with the minority member of my niche cyber LLC. The issues and documentation were complex, and Tom dealt with the other lawyers effectively and competently drafted provisions on my behalf. He analyzes issues carefully, and I found h...
  • Very Thorough

    Tom helped me sell my accounting practice, gave me clear, experienced advice on the issues and my options, and negotiated and effectively drafted my part of the transaction documents. He is thorough, and cares about his clients.
  • Knowledgeable, Experienced, Skilled

    The decision to sell our 48 year old family food manufacturing business was difficult. Tom, our corporate attorney for many years, helped us form a strategic plan of action and drafted terms for the agreements to protect our interests and avoid future risks. Tom's demeanor was invaluable in deali...

THINKLaw

The objective of a good contract is a stable business relationship. To accomplish this for you, a good contracts lawyer anticipates, analyzes, understands, and negotiates terms to manage up front the business issues the parties will face, and then clearly communicates your expectations in drafting the contract. Thinking and experience are at a premium.

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